ex105.htm


    EXHIBIT
10.5

    THIRD AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT

     

    THIS
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as
of June 30, 2008 is among HEARTLAND FINANCIAL USA, INC., a corporation
formed under the laws of the State of Delaware (the “Borrower”), each of
the banks party hereto (individually, a “Bank” and collectively, the “Banks”) and THE
NORTHERN TRUST COMPANY, as agent for the Banks (in such capacity, together with
its successors in such capacity, the “Agent”).

     

    WHEREAS,
the Borrower, the Agent and the Banks have entered into an Amended and Restated
Credit Agreement dated as of June 8, 2007 (as hereto amended, the “Credit Agreement”);
and

     

    WHEREAS,
the Borrower, the Agent and the Banks wish to make certain amendments to the
Credit Agreement to add a Bank and increase the Total Commitments.

     

    NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

     

    1. Amendment.  Section 7.4(h)
of the Credit Agreement is hereby amended to state in its entirety as
follows:

     

    “(h)          Loan Loss Reserves
Ratio.  The Borrower and each Subsidiary Bank shall maintain at
all times on a consolidated basis a ratio of loan loss reserves to
non-performing loans (not including “other real estate owned”, any portion of non-performing loans
guaranteed by a governmental entity of the United States of America (including
the United States Department of Agriculture and the United States Small Business
Administration) and other repossessed assets) of not less than eighty
percent (80%) at any time on or before September 29, 2008 and ninety
percent (90%) at any time thereafter.”

     

    2. Additional
Bank.  JPMorgan Chase Bank, N.A. hereby is added as a Bank (the
“Additional Bank”) under the Credit Agreement and the other Loan Documents and
agrees to be bound by the Credit Agreement and the other Loan Documents as a
Bank.

     

    3. Commitments.  Schedule
1 of the Credit Agreement is hereby amended to state as set forth in
Schedule 1 of this Amendment.

     

    4. Borrowing/Prepayment.  Upon
the effectiveness of this Amendment, the Borrower shall give notice to the Agent
in accordance with Section 3.5(a)
of the Credit Agreement to make a Borrowing from the Additional Bank in an
amount sufficient to make payments on the outstanding Loans to the Banks other
than the Additional Bank so that immediately following the Borrowing and
payments each Bank shall hold its Percentage of the outstanding
Loans.  The Banks shall make disbursements among themselves to give
effect to such payments and Borrowing pursuant to instructions from the
Agent.  The Borrower shall pay accrued interest to the date of
prepayment on any Loans so prepaid, together with any amounts payable as a
result of such prepayment pursuant to Section 4.5 of
the Credit Agreement, such payments being due on the date of such
prepayments.

     

    5. Conditions to Effective
Date.  The Amendment shall be effective as of the date hereof
and shall be subject to the satisfaction of the following conditions
precedent:

     

    (a) The
Borrower, the Agent and the Banks shall have executed and delivered this
Amendment.

     

    (b) No
Default shall have occurred and be continuing under the Credit Agreement, and
the representations and warranties of the Borrower in Section 6 of the
Credit Agreement and in Section 6 hereof
shall be true and correct on and as of the Effective Date and the Borrower shall
have provided to the Agent a certificate of a senior officer of the Borrower to
that effect.

     

    (c) The
Borrower shall have delivered a Note to JPMorgan Chase Bank, N.A. in the amount
of its Commitment as revised pursuant to this Amendment.

     

    (d) The
Guarantor shall acknowledge and consent to this Amendment for purposes of its
Guaranty Agreement as evidenced by its signed acknowledgment of this Amendment
on the signature page hereof.

     

    (e) The
Borrower shall have delivered to the Agent, on behalf of the Banks, such other
documents as the Agent may reasonably request.

     

    6. Effectiveness
Notice.  The Agent shall promptly give notice to the parties of
the effectiveness hereof, which notice shall be conclusive, and the parties may
rely thereon; provided, that such notice shall not waive or otherwise limit any
right or remedy of the Agent or the Banks arising out of any failure of any
condition precedent set forth in Section 4 to be
satisfied.

     

    7. Ratification.  The
parties agree that the Credit Agreement, as amended hereby, and the Notes have
not lapsed or terminated, are in full force and effect, and are and shall remain
binding in accordance with their terms.

     

    8. Representations and
Warranties.  The Borrower represents and warrants to the Agent
and the Banks that:

     

    (a) No
Breach.  The execution, delivery and performance of this
Amendment will not conflict with or result in a breach of, or cause the creation
of a Lien or require any consent under, the articles of incorporation or bylaws
of the Borrower, or any applicable law or regulation, or any order, injunction
or decree of any court or governmental authority or agency, or any agreement or
instrument to which the Borrower is a party or by which it or its property is
bound.

     

    (b) Power and Action, Binding
Effect.  The Borrower has been duly incorporated and is validly
existing as a corporation under the laws of the State of Delaware and has all
necessary power and authority to execute, deliver and perform its obligations
under this Amendment and the Credit Agreement, as amended by this Amendment; the
execution, delivery and performance by the Borrower of this Amendment and the
Credit Agreement, as amended by this Amendment, have been duly authorized by all
necessary action on its part; and this Amendment and the Credit Agreement, as
amended by this Amendment, have been duly and validly executed and delivered by
the Borrower and constitute legal, valid and binding obligations, enforceable in
accordance with their respective terms.

     

    (c) Approvals.  No
authorizations, approvals or consents of, and no filings or registrations with,
any governmental or regulatory authority or agency or any other person are
necessary for the execution, delivery or performance by the Borrower of this
Amendment or the Credit Agreement, as amended by this Amendment, or for the
validity or enforceability thereof.

     

    9. Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the Borrower, the Agent and the Banks and their respective successors
and assigns, except that the Borrower may not transfer or assign any of its
rights or interest hereunder.

     

    10. Governing
Law.  This Amendment shall be governed by, and construed and
interpreted in accordance with, the internal laws of the State of
Illinois.

     

    11. Counterparts.  This
Amendment may be executed in any number of counterparts and each party hereto
may execute any one or more of such counterparts, all of which shall constitute
one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopy shall be as effective as delivery
of a manually executed counterpart of this amendment.

     

    12. Expenses.  Whether
or not the effective date shall occur, without limiting the obligations of the
Borrower under the Credit Agreement, the Borrower agrees to pay, or to reimburse
on demand, all reasonable costs and expenses incurred by the Agent in connection
with the negotiation, preparation, execution, delivery, modification, amendment
or enforcement of this Amendment, the Credit Agreement and the other agreements,
documents and instruments referred to herein, including the reasonable fees and
expenses of Mayer Brown LLP, special counsel to the Agent, and any other counsel
engaged by the Agent.

    [Signature
Page Follows]

     

    IN
WITNESS WHEREOF, this Amendment has been executed as of the date first above
written.

    HEARTLAND
FINANCIAL USA, INC.

     

    By: /s/ John K.
Schmidt

    Name:                      
John K. Schmidt

    Title:
EVP, COO & CFO

     

    


     

    THE
NORTHERN TRUST COMPANY,

    as
Agent

     

    By: /s/ Lisa
McDermott

    Name:  Lisa
McDermott

    Title:  Vice
President

     

    


     

    BANKS:

     

    THE
NORTHERN TRUST COMPANY

     

    By:  /s/ Lisa
McDermott

    Name:  Lisa
McDermott

    Title:  Vice
President

    


    


    U.S. BANK NATIONAL
ASSOCIATION

     

    By:  /s/ Azad
Virani

    Name:  Azad
Virani

    Title:   Senior
Vice President

    


    


    JPMORGAN CHASE BANK,
N.A.

     

    By:  /s/ Craig
Love

    Name:  Craig
Love

    Title:  Senior
Vice President

    
 

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    GUARANTOR
ACKNOWLEDGMENT

     

     

    The
undersigned Guarantor hereby acknowledges and consents to the Borrower’s
execution of this Amendment and reaffirms its obligations under its Guaranty
Agreement.

     

    CITIZENS
FINANCE CO.

     

    By:  /s/ John K.
Schmidt

     

    Name:  John
K. Schmidt

     

    Title:
Treasurer

     


    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Schedule
1

     

    INFORMATION CONCERNING
BANKS

     

    


    
      	
              Name of Bank

            	
              Commitment

            	
              Applicable

              Lending Offices

            
	 
      	 
      	 
      
	
              The
      Northern Trust Company

            	
              $20,000,000

            	
              For
      all Loans:

              50
      South LaSalle Street

              Chicago,
      Illinois  60675

               

            
	
              U.S.
      Bank National Association

            	
              $20,000,000

            	
              For
      all Loans:

              222nd
      Avenue

              Cedar
      Rapids, Iowa  52401

               

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              $20,000,000

            	
              For
      all Loans:  

              10
      South Dearborn Street, Mail Suite 

              IL1-1235,
      Chicago, Illinois 60603

            
	
              Total
      Commitments

            	
              $60,000,000